TIDMCAS
RNS Number : 9452K
Crusader Resources
16 April 2018
16 April 2018
CRUSADER RESOURCES PLC
("Crusader" or "Company" or the "Group")
FIRST DAY OF DEALINGS ON AIM
Crusader Resources plc (ASX: CAS, AIM: CAS), the ASX listed
independent gold explorer and developer, is pleased to announce the
admission of its issued share capital to trading on the AIM on the
London Stock Exchange. This follows the completion of a placing of
118,147,449 new Ordinary Shares at 2.99 pence (5.5 Australian
cents) per Ordinary Share and 59,605,381 warrants at the Placing
Price, giving the Company a market capitalisation of approximately
US$19.5 million (approximately GBP13.8 million) on Admission. The
Company's Ordinary Shares will continue to be traded on the ASX
with Shareholders able to transfer their Ordinary Shares between
exchanges if required.
The funds raised will be used for the completion of the BFS at
Crusader's Borborema Project in Brazil, the repayment of debt and
the advancement of the high grade and substantially underexplored
Juruena Gold Project.
Highlights:
-- Excellent exposure for investors to three gold assets in
Brazil, from early stage exploration through to
pre-development;
-- The Company's most advanced project, Borborema, is
operationally de-risked, has a JORC reserve of 1.61 million ounces
of gold at 1.18 g/t with plans to complete a BFS by the end of
2018;
-- The BFS on Borborema is for an open pit mining operation
designed to produce 70,000 ounces gold per annum. Various
optimisation opportunities have been identified;
-- Growth opportunities exist through further exploration at the
Company's high grade Juruena and Novo Astro gold projects situated
in the highly prospective Alta Floresta belt in the pro-mining
state of Mato Grosso; and
-- Strong Board and management team with large cap experience
and proven ability to deliver value to Shareholders with a
successful development and production track record.
Smith & Williamson Corporate Finance Limited is acting as
the Company's nominated adviser. The Placing was joint lead managed
by advisory group Hannam & Partners (UK), and Patersons
Securities Limited (Australia) with ANZ Corporate Advisory acting
as joint financial adviser.
Marcus Engelbrecht, Managing Director of Crusader Resources,
said:
"I am delighted to announce our admission to the AIM market of
the London Stock Exchange on the back of a successful Placing and
would like to thank our existing and new shareholders for their
support.
This admission to AIM is an important platform for Crusader, and
with our two recent fundraises allows us to progress development of
our exploration assets in Brazil. With our focus on returning
longer-term value for shareholders we now have the ability to take
our Borborema Gold Project towards a decision to mine, with two
very exciting exploration projects in Juruena and Novo Astro.
I look forward to pursuing the opportunities available to us as
a Group and will update the market in due course."
For further information, please contact:
Mr. Paul Stephen
Executive Director
Office (Aus): +61 8 9320 7500
Investor Relations
Office (Aus): +61 8 9320 7500
Email: admin@crusaderresources.com
Smith & Williamson Corporate Finance Limited (Azhic Basirov
/ Katy Birkin / Ben Jeynes)
Nominated Adviser
Office: +44 (0)20 7131 4000
Hannam & Partners (Neil Passmore / Andrew Chubb)
Joint Financial Adviser, Joint Lead Manager and Joint Broker
Office: +44 (0)20 7907 8500
ANZ Corporate Advisory (Martin Hanrahan / Stuart Howe)
Joint Financial Adviser
Office: +61 2 8937 7400
Camarco (Gordon Poole / Nick Hennis)
Financial PR
Office: +44(0)20 3757 4997 / +44(0)20 3781 8330
Defined terms used in this announcement have the same meaning as
set out in the Company's Admission Document dated 12 April
2018.
INTRODUCTION
Crusader is an AIM quoted and ASX-listed public company
incorporated in Australia, which is primarily focused on the
exploration and development of gold assets in Brazil. Crusader was
incorporated in 2003 and its Ordinary Shares were admitted to the
official list of the ASX on 4 February 2004. The Company has
offices in Perth and Brazil (in Belo Horizonte and Nova
Bandeirantes).
The Group currently has a portfolio of three highly prospective
gold assets in Brazil, from early stage exploration through to
pre-development stage. These assets are wholly owned by the Group
and comprise Borborema (pre-development stage), Juruena (advanced
exploration stage) and Novo Astro (early stage exploration), each
of which are located in Brazil.
In addition, Crusader has a 100 per cent interest in the Manga
lithium project in Brazil and has recently completed negotiations
with the Portuguese Government to be awarded the Gaia lepidolite
(lithium) exploration licence in the Guarda area of north-east
Portugal.
Crusader is primarily focused on progressing its gold projects
in Brazil. Borborema has a 2.43Moz 2012 JORC compliant Mineral
Resource estimate and an Ore Reserve of 1.61Moz gold at 1.18g/t,
with a completed pre-feasibility study and approved environmental
impact assessment. At Borborema, the Company intends to prioritise
the bankable feasibility study and, in parallel, to prepare for and
apply for an installation licence in order to progress the project
to a decision to mine stage. The Company plans to complete a BFS by
the end of 2018 which would include completing metallurgical
testing, plant and mine optimisation and plant design.
Juruena is a high-grade (6.3g/t) deposit in the State of Mato
Grosso, with a 2012 JORC Code compliant Mineral Resource estimate
of 261koz of gold over three key prospects, namely Crentes (55koz),
Querosene (118koz) and Dona Maria (88koz). Due to high
prospectivity across several areas of identified mineralisation,
subject to funding, the Company intends to initiate a focused
30,000m exploration drilling programme with the intention of
defining a larger resource and, ideally an economic reserve.
Novo Astro is located 25km south east of Juruena, where a 5km
wide circular soil anomaly has been identified with rock chip
samples returning significant gold indicators (including 13 samples
at over 10g/t). Subject to funding, Crusader intends to carry out a
structural review of the project followed by a drilling
programme.
Further details on the Group's assets are set out in the
Company's admission document dated 12 April 2018 and in particular,
the Competent Person's Report prepared by CSA Global in Part IV of
the admission document.
BOARD AND SENIOR MANAGEMENT
Stephen Copulos (Non-Executive Chairman), aged 57
Stephen is Non-Executive Chairman of Crusader and is Crusader's
major shareholder and major financial supporter. Mr Copulos has
over thirty years' experience in a variety of businesses and
investments across a wide range of industries, including mining,
manufacturing, property development, food and hospitality. He has
been the Managing Director of the Copulos Group of companies, a
private investment group, since 1997 and has extensive experience
as a company director of both listed and unlisted public companies
in Australia, UK and the USA. It is intended that
Stephen Copulos will step down as Non-Executive Chairman and
Non-Executive Director on 17 April 2018.
Andrew Vickerman (proposed Independent Non-Executive Chairman),
aged 63
Andrew is currently a member of the Board of Trafigura Pte Ltd,
an independent commodity trading and logistics house, and a
director of DNi Technologies Pty Ltd., an Australian business that
has developed technology for processing nickel laterite deposits.
Mr Vickerman was a non-executive director at Petropavlovsk PLC, a
London listed mining company with assets in Russia, between October
2015 and June 2017. Prior to the above appointments, Mr Vickerman
spent almost 20 years with Rio Tinto, the last 10 years as a member
of the Operations and Executive Committees with responsibility for
global communications and external relations. In the mid-90s he
spent four years as Finance Director of Lihir Gold and led the
U$750 million financing of the Lihir Gold project. An economist by
background he has previously worked for The World Bank and other
international agencies.
Marcus David Engelbrecht (Managing Director), aged 58
Marcus has nearly 33 years' experience in the global mining
industry including at Board level and as managing director of a
London-listed company. Marcus had various roles at BHP, including
Chief Financial Officer of the group's Diamond and Speciality
Products division. In 2009 he joined OceanaGold, an ASX/NZX/TSX
listed gold producer as Chief Financial Officer, also acting, in
part, as CEO. Between 2011 and 2013, Marcus was Managing Director
and CEO of Archipelago Resources plc, formerly an AIM-quoted, gold
producer in Indonesia. Marcus was Chief Executive Officer of
Stratex International plc between September 2016 and November 2017,
joining the Company shortly after the proposed merger between
Stratex International plc and Crusader (announced by the Company on
18 May 2017) was terminated. Marcus also currently serves as a
non-executive Director of Xanadu Mines, an ASX-listed exploration
company.
Paul Richard Stephen (Executive Director), aged 46
Paul holds a Bachelor of Commerce from the University of Western
Australia. He has more than 20 years of experience in the financial
services industry, starting as a portfolio manager at Perpetual
Trustees in 1992 and working subsequently as a private client
advisor with Porter Western and Macquarie Bank. Paul was a
significant shareholder and senior client advisor at Montagu
Stockbrokers prior to their merger with Patersons Securities Ltd.
Paul has been a director of the Company since November 2009.
John Richard Evans, B.Comm (Hons), FCA, CPA, MAICD
(Non-Executive Director), aged 47
Mr. Evans holds a Commerce (Hons) degree from the University of
Queensland, is a Fellow of Chartered Accountants Australia &
New Zealand, and is a member of both CPA Australia and the
Australian Institute of Company Directors.
Mr. Evans is currently the Principal of a Business Broking and
Advisory practice, and advises a broad range of businesses, in both
the SME sector and larger corporate clients, on matters such as
strategic planning, marketing, governance, and financial analysis.
Prior to this, Mr. Evans held a series of executive positions in
Finance and General Management in Australian public company groups
over a 15-year period, in industries including telecommunications,
banking and insurance, superannuation and funds management, media,
hospitality and property development.
He has held several other non-executive directorships in
Australian public companies, including Intermoco Limited, MediVac
Limited and HealthLinx Limited. He is also a director of several
private companies, one not-for-profit organisation, and provides
board consulting services to three other company groups.
Senior Management
Mr Andrew Beigel - Chief Financial Officer and Company
Secretary
Mr Beigel has over 15 years of corporate accounting and
management experience across a range of industries and has held
executive positions with other ASX listed companies in the
resources sector. He has a Bachelor of Commerce degree and is a
member of CPA Australia.
Mr Julio Nery - Country Manager
Mr Nery is a Brazilian Mining Engineer with 39 years of
experience in mining, mine planning and environmental management.
He has extensive senior management experience at Vale, particularly
in roles involving iron ore and kaolin operations, mine planning
and environment, and in addition liaison with the Brazilian
authorities regarding permitting, environmental issues and
community relations.
DEPOSITARY INTERESTS AND DEALINGS
In order to be traded on AIM, securities must be able to be
transferred and settled through the CREST system, a UK computerised
paperless share transfer and settlement system, which allows shares
and other securities, including Depositary Interests, to be held in
electronic rather than in paper form. The Australian equivalent of
this system is called CHESS. For certain foreign securities, in
this case the Ordinary Shares, to be transferred and settled
through CREST, they must be in the form of Depositary
Interests.
Should any Depositary Interest Holder wish to trade their
Ordinary Shares on the ASX instead of AIM, DI Holders may at any
time convert their Depositary Interests into Ordinary Shares listed
on ASX by contacting the Branch Registrar, who will arrange for the
relevant Depositary Interests to be cancelled and for Ordinary
Shares to be issued to the Shareholder instead.
A similar process will apply in relation to the conversion of
Ordinary Shares listed on the ASX into Depositary Interests quoted
on AIM. Australian shareholders wishing to do so should contact the
Company's registrars, Security Transfer Australia.
ADMISSION AND PLACING STATISTICS
Number of Existing Ordinary Shares in
issue as at the date of this announcement 352,459,546
Placing Price per Ordinary Share 2.99 pence (5.5 cents)
Number of Firm Placing Shares 110,574,968
Enlarged Share Capital on Admission 463,034,514
Firm Placing Shares as a percentage of 23.9 per cent.
Enlarged Share Capital
Number of Director Conversion Shares expected
to be issued(1) 7,572,481
Number of Eyeon Shares expected to be
issued(1) 31,543,526
Increased Share Capital following the
AGM(1) 502,150,521
Director Conversion Shares and Eyeon Shares
as a percentage of Increased Share Capital 7.8 per cent.
Number of Options in issue on Admission 31,522,808
Number of Warrants and Placee Warrants
expected to be issued(1) 75,377,144
Number of Performance Rights expected
to be issued(1) 17,622,977
Number of Ordinary Shares on a fully diluted
basis assuming the
Director Conversion Shares and Eyeon Shares
are issued and all such Options, Warrants,
Placee Warrants and Performance Rights
are issued and have vested and/or been
exercised(2) 626,673,450
Gross proceeds of the Placing GBP3.5 million (US$5.0
million)
Approximate net proceeds of the Placing
receivable by the GBP2.4 million (US$3.4
Company million)
Market capitalisation of the Company at
the Placing Price on GBP13.8 million (US$19.5
Admission million)
TIDM / AIM and ASX symbol for the Ordinary CAS
Shares
ISIN for the Ordinary Shares AU000000CAS1
SEDOL for the Ordinary Shares BYZPZ35
Legal Entity Identifier ("LEI") 213800NCMUVXFYSKHH40
(1) Subject to Shareholder approval, which is being sought at
the AGM
(2) On the assumption that no other Ordinary Shares have been
issued
For further information, information provided under AIM Rule 26
and the Company's Admission Document please see the Company's
website: www.crusaderresources.com.
IMPORTANT NOTICE
Smith & Williamson Corporate Finance Limited ("Smith &
Williamson"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority and is a member of the
London Stock Exchange, is acting exclusively for the Company and no
one else in connection with the proposed Admission and Placing.
Smith & Williamson will not regard any other person as its
customer or be responsible to any other person for providing the
protections afforded to customers of Smith & Williamson nor for
providing advice in relation to the transactions and arrangements
detailed in this announcement for which the Company and the
Directors are solely responsible. The responsibilities of Smith
& Williamson as the Company's nominated adviser for the
purposes of the AIM Rules are owed solely to the London Stock
Exchange and are not owed to the Company, any Shareholder or any
Director or to any other person in respect of his decision to
acquire Ordinary Shares in reliance on any part of this
announcement. Smith & Williamson has not authorised the
contents of any part of this announcement and is not making any
representation or warranty, express or implied, as to the contents
of this announcement and accordingly, without limiting the
statutory rights of any recipient of this document, no liability
whatsoever is accepted by it for the accuracy of any information or
opinions contained in this announcement or for the omission of any
material information for which it is not responsible.
H&P Advisory Limited ("Hannam & Partners"), is an
appointed representative of Hannam & Partners (Advisory) LLP,
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Hannam & Partners is acting
exclusively for the Company and no one else in connection with the
proposed Admission and Placing. Hannam & Partners will not
regard any other person as its customer or be responsible to any
other person for providing the protections afforded to customers of
Hannam & Partners nor for providing advice in relation to the
transactions and arrangements detailed in this announcement for
which the Company and the Directors are solely responsible. The
responsibilities of Hannam & Partners as the Company's joint
financial adviser, joint lead manager and joint broker are not owed
to the Company, any Shareholder or any Director or to any other
person in respect of his decision to acquire Ordinary Shares in
reliance on any part of this announcement. Hannam & Partners is
not making any representation or warranty, express or implied, as
to the contents of this announcement and accordingly, without
limiting the statutory rights of any recipient of this
announcement, no liability is accepted by it for the accuracy of
any information or opinions contained in this announcement or for
the omission of any material information for which it is not
responsible.
This announcement is for information purposes only and does not
constitute an admission document and does not constitute or form
part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for, any
ordinary shares in the capital of the company, nor shall it (or any
part of it), or the fact of its distribution, form the basis of, or
be relied on in connection with or act as any inducement to enter
into, any contract or commitment whatsoever.
This announcement is not for publication or distribution, in
whole or in part, directly or indirectly, in or into the United
States, Canada, the Republic or Ireland, the Republic of South
Africa, Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.
The distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession this
announcement, or other information referred to herein, comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The securities referred to herein may not be offered or sold,
directly or indirectly, in the United States unless registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or offered in a transaction exempt from, or not subject to,
the registration requirements of the US Securities Act. The offer
and sale of securities referred to herein has not been and will not
be registered under the US Securities Act or under the applicable
securities laws of Canada, the Republic of Ireland, the Republic of
South Africa or Japan. There will be no public offer of the
Ordinary Shares in any jurisdiction. Subject to certain exceptions,
the Ordinary Shares referred to herein may not be offered or sold
in Canada, the Republic of South Africa or Japan or to, or for the
account or benefit of, any national, resident or citizen of Canada,
the Republic of South Africa or Japan.
Investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount
invested. This announcement does not constitute a recommendation
concerning the Placing. The value of shares can decrease as well as
increase. Potential investors should consult a professional advisor
as to the suitability of the Placing for the person concerned.
Forward Looking Statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These statements relate to,
among other things, analyses and other information that are based
on forecasts of future results and estimates of amounts not yet
determinable. These statements also relate to the Company's future
prospects, developments and business strategies. These
forward-looking statements can be identified by their use of terms
and phrases such as "anticipate", "believe", "could", "estimate",
"expect", "intend", "may", "plan", "predict", "project", "will" or
the negative of those variations, or comparable expressions,
including references to assumptions. The forward-looking statements
in this announcement, including statements concerning projections
of the Company's future results and operations are based on current
expectations and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by those statements.
These forward-looking statements speak only as of the date of
this announcement. The Group expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Group's expectations with regard thereto, any new
information or any change in events, conditions or circumstances on
which any such statements are based, unless required to do so by
law or any appropriate regulatory authority.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBGGDSXBBBGIU
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